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Sylvester Stallone makes a comeback as Rocky Balboa just like his character does, to scratch a 30 year itch – and it’s sweet, as Stallone discovers amidst the snowflakes that seemed to fall on cue. But he still had to get in that ring and fight for real, just as he wants to make us feel – for real.

Returning to shoot in the south side of Philadelphia (in addition to practical locations in Las Vegas and Los Angeles), Stallone wanted to reflect Rocky’s world as it was, not a clean Hollywood version but a gritty reality. “This is going to be as real as possible,” he told himself, recalls co-producer Guy Reidel. “Consequently, not one frame of the film was shot on a stage,” Reidel notes. “It was all done in the real world, which adds a whole new set of challenges to filmmaking.”

With finite resources and only five weeks in which to shoot, Stallone adopted a spare, down-and-dirty shooting style that he sees as completely harmonious with the central tenets of the film. “No tracks, a lot of handheld, no cranes, none of these elaborate tracking shots,” he describes.

Stallone worked with director of photography Clark Mathis to infuse the film with that pared-down style he sought that reflected the characters of the film. “I tried to keep it almost the way the personalities of the characters are,” he says. “Some scenes are frenetic and internally disturbing. When I’m shooting Dixon it’s very light and bright and sterile, nothing dramatic in the lighting. I wanted to show that his life is without color, without shadows, without any ambience until the fight.” The first to be scheduled and most daunting challenge of the shoot was the monumental title fight between Rocky and Mason “The Line” Dixon, which was to be an exciting Vegas-style event.

Stallone had just completed a gruelling training regimen and was in top shape, a benefit he would lose the longer the shoot progressed as directing and acting ate up his training time. Consequently, the fight scenes would have to be shot up front. “Boxing is unique,” he comments. “It’s a skill set that takes years and years to learn.”

With a start date looming, they began a search for a boxing venue. Each suitable arena they found had a full schedule and could not accommodate a movie crew.
Stallone was aware that HBO planned to shoot a pay-per-view match -- Bernard Hopkins vs. Germaine Taylor -- in Las Vegas. An independent filmmaker at heart, Stallone struck on the idea of piggybacking on that event, and benefiting from a crowd the production could ill-afford to hire on as extras. But the match was set for two weeks earlier than principal photography was scheduled to start. Ever-resourceful, Stallone’s solution was to move up the start date by two weeks.

"Nothing is impossible with Stallone involved"

“Nothing is impossible with Stallone involved,” muses Burt Young. “I’ve never seen a human who can do so many jobs so well all at once. When he has a feeling, he jumps on it so quick. He never thinks anything is impossible. It’s what he’s about and it’s what this movie is all about.”

The production set about negotiating with HBO and the Mandalay Bay Resort And Casino, where the action was to take place, to secure the benefit of the real life fight. But while the production demanded nine days, the Mandalay Bay could only give the filmmakers six.

As the producers figured out how to make it work, Stallone immersed himself in casting. “I didn’t want the screen filled with people you’ve seen in a dozen other movies,” the director explains. “You lose a certain reality when you use familiar faces.”

To play Mason “The Line” Dixon, Stallone cast boxing superstar Antonio Tarver, light heavyweight champion. Going into rehearsals five weeks before the start of filming, southpaw (i.e. left-handed) Tarver would need to add 20 pounds to his frame to take him from light heavyweight to heavyweight status.

As they began the rehearsal process, Tarver had to adjust to the demands of acting, as opposed to the fighting demands he’d been trained his whole life to meet. “The actual fighting wasn’t the challenge with Tarver,” co-producer Guy Reidel explains. “The man’s got 30-plus knockouts to his credit. But he had to learn the choreography for every punch to be certain it matched the dramatic impact of the moment. And, of course, just when we were making headway in the rehearsals, Sly, because of the many hats he was wearing, would have to be pulled away to meet with the production designer, or director of photography, or costume people, or the editor or studio people.”

Ultimately, Stallone’s experience in creating the distinct Rocky brand of movies smoothed the process enormously for both cast and crew as he quantified for them the dramatic value contained in every second of fighting. Who is winning at what point? Where is Rocky in both his physical and emotional journey? “Every second has an emotional beat that had to be in sync with the physical movement,” says Tarver. “That’s what gives their fight its life.”

“We were shooting right up against a live event, live weigh in, real press conference,” describes Stallone. “We’d shoot portions of the live HBO activities, then rush right in afterwards with our cast and crew to take advantage of the sets.”

In the 1976 Rocky, Stallone hit the meat carcasses he used as punching bags for real. In this film, he didn’t want the fight to appear simulated, didn’t want the usual angles and impressions of a heavyweight match, and worked with the choreographers and Antonio Tarver to make the fight as real as possible without them getting destroyed, with real blows hitting actual muscle. “It’s a 25-minute segment that lives or dies on its own,” he explains. “We set up the cameras in four spots and we let it wing. The hardest thing was getting Antonio to connect and hit me because he felt bad. But it worked.” He adds with a laugh, “He didn’t try to kill me. His punches hurt but they weren’t heart-stopping.”

To add to the verisimilitude, the producers enlisted real life commentators Jim Lampley, Larry Merchant and Max Kellerman to play themselves, with Michael Buffer serving as ring announcer for the Dixon-Balboa match, dubbed “The Rage Against The Age.” Boxer Mike Tyson plays himself in the film, much as Joe Frazier did at the title fight in Rocky.

HBO allowed the production to take advantage of the Hopkins-Taylor crowd and have Rocky enter the full arena, walk down the aisle and into the ring with six cameras covering the action. As he raised his arms, 14,000 real fight fans screamed “Rocky! Rocky! Rocky!” in a frenzy that could not have been matched with paid extras.

"You couldn’t help but get chills"

“They were shouting louder for Rocky than they did during the main event,” recalls Chartoff. Adds Winkler, “It was the best moment of the show. You couldn’t help but get chills.”

With realism being key during the fight scenes, Stallone made the choice to shoot it with high definition cameras. “I wanted the dialogue to have one feel, but the fight to look like sports fans expect a fight to look - bright, bold, crisp,” notes Stallone.
The Balboa-Dixon fight being, for all intents and purposes, an HBO fight, Stallone wanted to give fans of such events an experience unlike any other. “I grew up seeing boxing movies and had this pre-conceived conviction that they should be shot with very stylistic camera moves,” says producer Chartoff.

But Stallone wanted to take the fight in Rocky Balboa one step further. “This is not a HD picture and not a 35 millimeter film,” adds David Winkler. “It’s a mix, one of few films to do this. As a result, it looks like what it is supposed to be – violent, fierce. When you see those guys hitting each other, there’s no hint of Hollywood fakery.”

Then it was off to the heart of Rocky territory – Philadelphia, PA. The company’s original challenge was to locate all the landmarks seen in the original picture -- the pet store, the church, the ice skating rink, and others. Fortunately, most still existed.
In Philly, Stallone wanted Rocky to train in the hard, raw edge that cold creates, and utilize the full benefit of the smoky effect that results from hot breath confronting frigid air. But the weather, at least initially, didn’t comply. Sunshine in January in Philadelphia?

Even 30 years later, the most affecting moment comes when Rocky sprints up the grand steps of the Philadelphia Museum of Art, which opens out to the city’s breathtaking skyline. It is the most familiar and beloved moment among all the Rocky movies. A day does not go by, probably never an hour, that locals and tourists don’t make that same run, raising their arms in triumph, hearing Conti’s iconic theme in their heads. “That run is the distillation of Rocky’s existence,” says David Winkler.

On the day the production was to shoot the sequence in which Rocky runs up the steps with his dog Punchy, the script called for snow, but only a few random snowflakes were forthcoming … and then the sky opened up. Production cranked into motion.

"everything that I’ll accomplish that is really worthy, is done"

“So, I ran up the steps with Punchy, and when we finished it stopped,” Stallone recalls. “The last run up the steps was in this cloudburst of white, and we shot from the beginning to the end of this burst. It was a very emotional time for me. I was thinking, ‘When I’m done cutting it’s over.’ It’s like a 30-year journey – everything I’ve ever had in my life, everything that I’ll accomplish that is really worthy, is done. And I’m looking at the city; the sun is going down, and I think, ‘At least you did it. You got here. You ended it, in the snow, on the steps in Philadelphia. Perfect, thank you, Lord. And then it was over.”

Published February 22, 2007

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